Ford v. Chicago Milk Shippers' Ass'n

• Decision Date: 15 January 1895
• Parties: FORD et al. v. CHICAGO MILK SHIPPERS' ASS'N.
• Court: Illinois Supreme Court

155 Ill. 166

39 N.E. 651

FORD et al.

v.CHICAGO MILK SHIPPERS' ASS'N.¹

Supreme Court of Illinois.

Jan. 15, 1895.

Appeal from appellate court, First district.

Assumpsit by the Chicago Milk Shippers' Association against Charles C. Ford and Elias Ford. Defendants obtained judgment, which was reversed by the appellate court. 46 Ill. App. 576. Defendants appeal. Reversed.E. A. Aborn and H. T. Helm, for appellants,

Cutting & Castle, for appellee.

Appellee brought its action of assumpsit against appellants to recover for milk sold and delivered, the declaration containing the common counts, to which was pleaded the general issue and two special pleas whch substantially alleged that the plaintiff was a corporation organized and created for the purpose of regulating and fixing the price and amount and quantity of milk to be shipped and sold within the corporate limits of the city of Chicago to the city dealers and retail dealers, and, pursuant to its purpose to become a party to an agreementundertaking combination and confederation with certain persons named, and with divers other persons, to regulate and fix the price and the amount and quantity of milk to be shipped and sold within the corporate limits of the city of Chicago, and in pursuance of that unlawful agreement, plaintiff sold and delivered to the defendant Charles C. Ford, a retail milk dealer, large quantities of milk, at the price fixed and determined by the plaintiff and the other persons in pursuance of said unlawful agreement, whereby plaintiffs were not entitled to recover, etc. To these pleas replication traversing the same was filed, and the case was tried on a stipulation of facts, before the judge without a jury. The court was requested by the plaintiff to hold the following propositions, which were refused: ‘(1) The court holds, as a proposition of law, that, although the Chicago Milk Shippers' Association may have been an illegal corporation on April 15, 1891, in that it was a combination in restraint of trade, yet the contract between it and defendants, who were not members of said corporation, having been fully performed, with the single exception of payment on the part of defendants to the plaintiff for milk delivered by plaintiff to them in October, 1891, is not affected thereby, and the plaintiff is entitled to recover from defendants the amount shown to be unpaid by the defendants to the plaintiff for the milk so delivered. (2) The court holds, as a proposition of law, that an act entitled, ‘An act to provide for the punishment of persons, co-partnerships and corporations forming pools, trusts and combines, and mode of procedure and rules of evidence in such cases,’ approved June 11, 1891, in force July 1, 1891, is, so far as it provides that ‘any purchaser of any article or commodity from any individual or company transacting business contrary to the provisions of this act shall not be liable for the price or payment of such article or commodity, and may plead this act as a defense to any suit for any such price or payment,’ unconstitutional and void. (3) The court holds that the original contract for the sale of milk by the plaintiff to the defendant C. C. Ford, and the written guaranty of payment for such milk, made by both defendants to the plaintiff, were valid contracts in law at the time they were made, to wit, on April 15, 1891; and the court further holds that the act of the general assembly of Illinois entitled, ‘An act to provide for the punishment of persons, co-partnerships or corporations forming pools, trusts and combines, and mode of procedure and rules of evidence in such cases,’ approved June 11, 1891, in force July 1, 1891, in so far as it provides that ‘any purchaser of any article or commodity from any individual, company or corporation, transacting business contrary to any provisions of the preceding sections of this act, shall not be liable for the price or payment of such article or commodity, and may plead this act as a defense to any suit for such price or payment,’ does not prevent a recovery by the plaintiff in this cause, by reason of section 14, art. 2, of the constitution of Illinois, which provides that ‘no law impairing the obligation of contracts shall be passed.’ (4) The court holds, as a proposition of law, that the fixing of the retail price of any article by the board of directors of any corporation dealing in such article is not such a fixing of a price as is prohibited by any statute of the state of Illinois. (5) The court holds, as a proposition of law, that the contract which forms the basis of this action was such a valid and subsisting contract at the time the act of the general assembly of the state of Illinois, entitled, ‘An act to provide for the punishment of persons, co-partnerships or corporations forming pools,trustsand combines,and mode of procedure and rules of evidence in such cases,’ became in force, to wit, on July 1, 1891; that said law does not apply to this case, since said law, if applied, would impair the obligation of said contract, contrary to section 14, art. 2, of the constitution of Illinois. (6) The court holds, as a proposition of law, that an act entitled, ‘An act to provide for the punishment of persons, co-partnerships or corporations forming pools, trusts and combines, and mode of procedure and rules of evidence in such cases,’ approved June 11, 1891, in force July 1st, 1891, is unconstitutional and void.' To the refusing of which plaintiffs excepted. At the suggestion of defendants' attorney, the following propositions of law were held: (1) The defendant C. C. Ford submits to the court, and asks the court to hold as a proposition of law, upon the testimony shown in this case, the plaintiff, at the time of the sale and delivery to the said defendant of the goods and merchandise, viz. a certain quantity of milk by the plaintiff sold to the defendant, was a corporation which, under the by-laws shown in evidence, had created, entered into, and was a combination then existing for the purpose of regulating, fixing, and establishing the price of milk to be sold within the corporate limits of the city of Chicago, by purchasers, shippers, and wholesale dealers, to the city dealers and retail dealers, and also for the purpose of fixing and limiting the amount and quantity of milk to be supplied and sold within the limits of the city of Chicago by purchasers, shippers, and wholesale dealers, and retail dealers; that the purchase by the defendant from the plaintiff of the milk, the price of which is sought to be recovered in this case, was made by the defendant pursuant to the purpose of such combination, and, as matter of law, the court holds that the said combination existed for an unlawful purpose, and that the purchase by the defendant from the plaintiff of said milk was done in furtherance of such unlawful purpose, and created no indebtedness for the recovery of which the law will afford any remedy, and that, therefore, the judgment of the court is for the defendants. (2) The defendants submit to the court, and ask the court to hold as a proposition of law, upon the testimony shown in this case, the plaintiff, at the time of the sale and delivery to the defendant C. C. Ford of the goods and merchandise, viz. a certain quantity of milk by the plaintiff sold to the defendant, was a corporation which, under the by-laws shown in evidence, had created, entered into, and was a combination then existing for the purpose of regulating, fixing, and establishing the price of milk to be sold within the corporate limits of the city of Chicago, by purchasers, shippers, and wholesale dealers, to the city dealers and retail dealers, and also for the purpose of fixing and limiting the amount and quantity of milk to be supplied and sold within the limits of the city of Chicago by producers, shippers, and wholesale dealers to the city dealers and retail dealers; and that the purchase by the said defendant from the plaintiff of the milk, the price of which is sought to be recovered in this case, and the execution of the guaranty offered in evidence, were made by the defendants pursuant to the purpose of such combination, and, as a matter of law, the court holds that the said corporation existed at said time for an unlawful purpose, and that the purchase by the defendant from the plaintiff of said milk, and the giving of the guaranty offered in evidence and executed by both the defendants, was done in furtherance of such unlawful purpose, and created no indebtedness for the recovery of which the law will afford any remedy, and that, therefore, the judgment of the court is for the defendants. To the holding of each of which counsel for plaintiff excepted.

The circuit court entered a finding and judgment for defendants, and an appeal was prosecuted to the appellate court of the First district, where a finding of facts was made and entered, and a judgment reversing the trial court, the facts found, and judgment entered as follows:

‘This day came again the said parties, and the court, having diligently inspected as well the record and proceedings aforesaid as the matters and things therein assigned for error, find from evidence contained in said record the following facts:

‘That the appellant is a corporation, organized and doing business in the manner shown by the constitution and by-laws hereto attached, which said constitution and by-laws are as follows:

“Constitution and General Laws of the Incorporated Joint-Stock Association of Milk Shippers and Producers Tributary to the City of Chicago.

“Article I. Name and Subject.

“Section 1. This company shall be known as the Chicago Milk Shippers' Association.

“Section 2. The object of the incorporation of this association shall be to secure to the purchaser of milk a just return for the sale of the same; to rid the field of city distribution of irresponsible and dishonest dealers; to establish a central bureau of information, for...